Common use of Certain Reduction Clause in Contracts

Certain Reduction. 3.1 Notwithstanding anything herein to the contrary, the Company shall reduce your severance benefits under this Schedule II, in whole or in part, by any other severance benefits, pay in lieu of notice, or other similar benefits payable to you by the Company in connection with your termination, including but not limited to payments or benefits (a) pursuant to clause 18 of the Contract; (b) required by applicable law or (c) any applicable clawback policy. The benefits provided under this Schedule II are intended to satisfy, to the greatest extent possible, any and all statutory obligations that may arise out of your termination of employment. Such reductions shall be applied on a retroactive basis, with severance benefits paid first in time being recharacterized as payments pursuant to the Company’s statutory obligation.